CANNABIS INDUSTRY

Our Cannabis Business Corporate Planning and Structuring practice focuses on helping our Clients navigate Michigan’s highly regulated Cannabis Industry under the Michigan Regulation and Taxation of Marihuana Act (the “MRTMA”) and the Medical Marihuana Facilities Licensing Act (the “MMFLA”). We advise entrepreneurs, operators and investors on building compliant, durable business structures that satisfy state and local requirements while supporting long-term operational and financial goals.

We assist with entity selection and formation, ownership and control structuring, operating and shareholder agreements, capitalization planning, management arrangements tailored to the State of Michigan’s Cannabis Regulatory Agency’s (the “CRA”) licensing standards. Our guidance addresses critical issues such as disclosure and vetting of supplemental applicants, true party of interest compliance, local municipal authorization considerations, and regulatory-approved governance models.

We also counsel Clients on structuring multi-level and multi-license operations, preparing for CRA background and financial reviews, managing changes of ownership or control and restructuring existing businesses to maintain compliance as regulations and guidance evolve. Throughout the process, we balance regulatory compliance, liability protection, tax planning considerations, and investor objectives in light on the ongoing federal-state legal divide.

Whether you are launching a new cannabis venture in the State of Michigan, restructuring an existing licensed entity, or preparing for investment, expansion or exit, we provide practical, client-focused legal solutions designed to reduce risk, preserve licensure and position your business for sustainable growth.

Our Cannabis Business Tax Planning and Structuring practice helps Michigan cannabis operators and investors manage complex state and federal tax challenges while maintaining full compliance with the Michigan Regulation and Taxation of Marihuana Act (the “MRTMA”), the Medical Marihuana Facilities Licensing Act (the “MMFLA”), and guidance from the State of Michigan Cannabis Regulatory Agency (the “CRA”).

We advise Clients on tax-efficient entity selection and organizational structuring, accounting method planning, and intercompany arrangements designed to operate within the constraints of Internal Revenue Code (“IRC”) §280E. Our services include structuring management companies, cost-allocation strategies, transfer pricing considerations, and license-compliant operational models that seek to lawfully minimize tax exposure without jeopardizing licensure.

Our practice also addresses Michigan-specific tax issues, including the adult-use excise tax, sales and use tax compliance, municipal revenue sharing considerations, and audit defense planning. We work closely with accountants and financial professionals to ensure that tax strategies align with CRA ownership, control, and true-party-of-interest rules, as well as ongoing disclosure and reporting obligations.

Whether forming a new cannabis business, restructuring an existing operation, or preparing for expansion, investment, or audit, we provide practical, risk-aware tax planning solutions tailored to Michigan’s regulatory environment. Our goal is to help cannabis businesses remain compliant, defensible, and financially sustainable in an industry facing heightened scrutiny and evolving enforcement.

Our Cannabis Contracts and Transactions practice advises Michigan cannabis businesses, investors, and ancillary service providers on structuring, negotiating, and enforcing agreements in compliance with the Michigan Regulation and Taxation of Marihuana Act (the “MRTMA”), the Medical Marihuana Facilities Licensing Act (the “MMFLA”), and State of Michigan Cannabis Regulatory Agency (the “CRA”) requirements.

We draft and negotiate a wide range of cannabis-specific agreements, including operating and shareholder agreements, management and consulting agreements, supply and distribution contracts, white-label and co-manufacturing arrangements, intellectual property and branding licenses, real estate and facility use agreements, and financing and investment documents. Each agreement is carefully structured to comply with CRA ownership, control, true-party-of-interest, and disclosure rules, as well as local municipal authorization requirements.

Our transactional work also includes mergers and acquisitions, license transfers, asset purchases, change-of-ownership and change-of-control transactions, and strategic joint ventures. We guide Clients through CRA notification and approval processes, regulatory due diligence, and post-closing compliance obligations to help ensure transactions are executed efficiently without risking licensure.

Whether entering into a new commercial relationship, restructuring existing agreements, or completing a complex cannabis transaction, we provide practical legal solutions that balance regulatory compliance, risk management, and business objectives in a rapidly evolving industry.

Our Cannabis Business Cash Flow Modeling practice provides Michigan cannabis operators and investors with legally informed financial modeling designed to support compliant operations, strategic decision-making, and sustainable growth within the State’s regulated cannabis market. We integrate financial analysis with a deep understanding of the Michigan Regulation and Taxation of Marihuana Act (the “MRTMA”), the Medical Marihuana Facilities Licensing Act (the “MMFLA”), and State of Michigan Cannabis Regulatory Agency (the “CRA”) requirements.

We assist Clients in developing and reviewing cash flow models that account for cannabis-specific regulatory and tax constraints, including Internal Revenue Code (“IRC”) §280E limitations, Michigan excise and sales tax obligations, licensing fees, municipal revenue-sharing impacts, and restricted banking and payment considerations. Our models are structured to reflect CRA-compliant ownership, management, and intercompany arrangements, helping Clients evaluate operational scenarios without triggering true-party-of-interest or control issues.

Our services support a wide range of business objectives, including startup planning, license applications, expansion and capital planning, pricing strategy analysis, restructuring distressed operations, and preparation for investor or lender review. We also analyze how contractual obligations, lease terms, management agreements, and regulatory changes affect cash flow timing and risk exposure.

By combining legal insight with practical financial modeling, we help Michigan cannabis businesses understand their cash position, anticipate regulatory-driven risks, and make informed decisions that protect licensure and long-term viability in a highly scrutinized industry.

Our Cannabis Business IRC §280E Tax Opinion practice provides Michigan cannabis operators, investors, and ancillary businesses with authoritative legal guidance on the application of Internal Revenue Code §280E, which disallows deductions and credits for businesses trafficking in controlled substances under federal law. We help Clients navigate these unique federal tax constraints while operating in full compliance with Michigan’s cannabis regulations under the Michigan Regulation and Taxation of Marihuana Act (the “MRTMA”), the Medical Marihuana Facilities Licensing Act (the “MMFLA”), and State of Michigan Cannabis Regulatory Agency (the “CRA”) requirements.

We issue formal, defensible legal opinions regarding potential §280E exposure, the tax treatment of operating and cost allocation structures, and strategies to lawfully minimize federal tax liability. Our services include analysis of business models, intercompany arrangements, licensing structures, and cost-of-goods-sold calculations to provide clarity for accountants, investors, and lenders.

Whether structuring a new operation, reviewing existing practices, or preparing for audit or investment, we provide Michigan-focused §280E legal opinions that protect businesses, support financial planning, and enhance confidence in compliance with both state and federal requirements.

Our Cannabis Business General Legal Consulting practice provides ongoing, practical legal guidance to Michigan cannabis businesses navigating the day-to-day legal and regulatory challenges of operating in a highly regulated industry. We advise licensees, applicants, investors, and ancillary businesses on compliance with the Michigan Regulation and Taxation of Marihuana Act (the “MRTMA”), the Medical Marihuana Facilities Licensing Act (the “MMFLA”), and Cannabis Regulatory Agency (“CRA”) rules and guidance.

We serve as trusted legal advisors on a broad range of operational and strategic issues, including regulatory compliance and reporting, CRA communications and inspections, ownership and control matters, true-party-of-interest analysis, contract interpretation, employment and independent contractor issues, risk management, and regulatory-driven business decisions. Our counsel is tailored to Michigan’s evolving regulatory landscape and local municipal requirements.

Our general consulting services also support change-of-ownership or control events, internal restructurings, licensing modifications, dispute avoidance, and coordination with accountants, consultants, and compliance professionals. We help Clients anticipate regulatory issues before they become enforcement problems and provide clear, business-focused guidance that aligns legal requirements with operational realities.

Whether you need ongoing outside general counsel or targeted advice on specific issues, we provide responsive, Michigan-focused legal support designed to protect licensure, reduce risk, and allow cannabis businesses to operate confidently and efficiently in a complex legal environment.